Fourth Amendment To Restated Revolving Credit Agt

Exhibit 10.13.4


FOURTH AMENDMENT TO
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RESTATED REVOLVING CREDIT AGREEMENT
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This Fourth Amendment To Restated Revolving Credit Agreement (this "Fourth Amendment") is made by and among AMERICREDIT CORP., a Texas corporation ("Company"), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation, AMERICREDIT CORPORATION OF CALIFORNIA, a California corporation, (individually, a "Borrower" and collectively, the "Borrowers"), ACF INVESTMENT CORP., a Delaware corporation, AMERICREDIT MANAGEMENT COMPANY, a Delaware corporation (individually a "Guarantor", and collectively, the "Guarantors"), and WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, LASALLE NATIONAL BANK, BANK OF AMERICA, COMERICA BANK-TEXAS and THE LONG-TERM CREDIT BANK OF JAPAN LIMITED (collectively, the "Banks"), WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as agent for the Banks ("Agent") and LASALLE NATIONAL BANK ("Co-Agent").


WHEREAS, on October 3, 1997, the parties entered into that one certain Restated Revolving Credit Agreement (the "Credit Agreement") providing for a revolving credit facility to Borrowers in the maximum amount of $310,000,000 at any one time outstanding; and
WHEREAS, the parties entered into a First Amendment To Restated Revolving Credit Agreement dated January 21, 1998 (the "First Amendment"); and
WHEREAS, the parties entered into a Second Amendment To Restated Revolving Credit Agreement dated April 30, 1998 (the "Second Amendment"); and
WHEREAS, the parties entered into a Third Amendment To Restated Revolving Credit Agreement dated August 31, 1998 (the "Third Amendment"); and
WHEREAS, the parties have agreed to amend the Credit Agreement in certain respects.
NOW THEREFORE, for good and valuable consideration, the receipt and total sufficiency of which is hereby acknowledged, it is agreed by and among the parties as follows:


1.


The definitions of "Borrowers", "Delinquent Loans", "Eligible Finance Contract", "Finance Contract", "Guarantors", Intercreditor Agreement", "Mortgage Subsidiary", "Net Credit Losses", "Permitted Liens", "Senior Notes" and "Termination Date" in Article I of the Credit Agreement are amended to read in their entirety as follows:


"Borrowers" shall mean AmeriCredit Corp., a Texas corporation,
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AmeriCredit Financial Services, Inc., a Delaware corporation, and
AmeriCredit Corporation of California, a California corporation.


"Delinquent Loans"shall mean Net Indirect Loans having five percent
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(5.0%) or more of an installment payment which is more than 60 days past
due (without regard to any grace period) on a contractual basis except Net
Indirect Loans and Net Direct Loans which were secured by a motor vehicle
that has been repossessed.


"Eligible Finance Contract" shall mean a Finance Contract,
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(i) that is secured by an Eligible Vehicle,


(ii) that represents a Domestic Finance Contract with an Obligor
(other than an Affiliate of Borrower),


(iii) that is a Direct Loan or an Indirect Loan unless otherwise
consented to in writing by the Agent (which consent shall not be
unreasonably withheld),


(iv) that is not delinquent in the payment of any monthly
installment (without regard to any stated grace period) more than thirty
(30) days on a contractual basis prior to any repossession of the related
Eligible Vehicle,


(v) that has not been modified in any respect, unless the Finance
Contract constitutes an Eligible Modified Finance Contract,


(vi) in respect of which the related Eligible Vehicle has not been
repossessed,


(vii) that is not a Stayed Loan,


(viii) that, as set forth in a written opinion, in form and substance,
and from legal counsel, reasonably satisfactory to the Agent, constitutes
chattel paper in which a security interest may be perfected under the UCC
of the applicable jurisdiction by filing financing statements and making a
notation of a security interest on the chattel paper and without taking
possession of either the agreements evidencing such Finance Contract or
related certificates of title,


(ix) that is not subject to a Lien in favor of a Person other than
the Agent on behalf of the Banks and that is not subject to a Lien created
in conjunction with a Securitization or an Additional Warehouse Facility;


(x) in respect of which good funds have been received from Borrower
in payment of the Finance Contract; and


(xi) in respect of which the representations and warranties set
forth in the Security Agreement are true.


"Finance Contract" shall mean a motor vehicle installment sales
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contract or promissory note assigned to or originated by AmeriCredit
Financial Services, Inc. or an Affiliate of AmeriCredit Financial Services,
Inc. that is secured by title to, security interests in, or liens on a
motor vehicle under applicable provisions of the motor vehicle or other
similar law of the jurisdiction in which the motor vehicle is titled and
registered by the purchaser at the time the contract is originated.


"Guarantors" shall mean AmeriCredit Management Company, a Delaware
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corporation, ACF Investment Corp., a Delaware corporation, and any other
corporation which executes a Guaranty Agreement after the date of this Loan
Agreement.


"Intercreditor Agreement" shall mean that one certain Intercreditor
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Agreement dated October 3, 1997 by and among Chase Manhattan Bank, Wells
Fargo Bank (Texas), National Association, CP Funding Corp. and AmeriCredit
Financial Services, Inc. and that one certain Intercreditor Agreement by
and among Credit Suisse First Boston, New York Branch, Wells Fargo Bank
(Texas), National Association and AmeriCredit Warehouse Trust.


"Mortgage Subsidiary" shall mean AmeriCredit Corporation of California
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and any other subsidiary of Company (whether now existing or hereafter
formed or acquired) engaged in the business of making, originating or
taking assignments of residential mortgage loans to consumer borrowers.


"Net Credit Losses" shall mean, for any period, the actual aggregate
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amount of principal of Indirect Loans and Direct Loans charged off prior to
the application of the Dealer Discount or reserves during such period less
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the aggregate amount of Recoveries on Indirect Loans and Direct Loans
during such period.


"Permitted Liens" shall mean: (i) Liens on equipment and fixed
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assets, including purchase money Liens, relating to or securing obligations
in an aggregate amount not to exceed the positive difference between (a)
twenty million dollars ($20,000,000) and (b) the aggregate amount of Liens
described in (viii) below at any time; (ii) pledges or deposits made to
secure payment of Worker's Compensation (or to participate in any fund in
connection with Worker's Compensation), unemployment insurance, pensions or
social security programs; (iii) Liens imposed by mandatory provisions of
law such as for materialmen's, mechanics, warehousemen's and other like
Liens arising in the ordinary course of business, securing Indebtedness
whose payment is not yet due unless the same are being contested in good
faith and for which adequate reserves have been provided; (iv) Liens for
taxes, assessments and governmental charges or levies imposed upon a Person
or upon such Person's income or profits or property, if the same are not
yet due and payable or if the same are being contested in good faith and as
to which adequate reserves have b ...